Arachnid
by Garowyn
Summary: Crossover. Gozaburo returns and wants Seto Kaiba and Spider-man dead, unaware that they are the same person… DISCONTINUED for now.
1. Transformation

A/N: I do not own YGO or Spider-man. PG13 just in case. Flames WILL NOT be tolerated. This is my YGO-centered take on Spider-man with Seto Kaiba as the star. There is no romance but there is some sibling fluff. ^_^  
  
~~~****~~~  
  
"And this Mr. Kaiba, is the first ever known genetically altered radioactive spider." The male scientist/guide pointed to a small spider inside a glass case. "Of course we have another one and had them breed but this was the first one ever." He pushed up his glasses back onto his nose.  
  
The teen CEO rolled his eyes as the man turned away talking about something else. Like he couldn't figure that out. There was another glass case full of spiders similar to the lone one. The glass cases had been placed on a silver metal table where several fingerprints could be seen. They were visible on the glass too. They were sitting right next to a small TV screen that kept showing DNA samples and the monitored behavior of the spiders. It was black with the price tag of still on it.  
  
Observation was a habit Seto Kaiba had picked up in the last week. He noticed everything and nothing seemed to slip by his ice crystal blue eyes. Plus it seemed more interesting than listening to this man. He was trying to get the president of Kaiba Corporation to endorse this research of radioactive spiders. To be honest, Seto could care less about it, especially spiders.  
  
A young female assistant came up to the scientist. "Sir, we have a bit of a problem on..." Seto continued to stare at the TV dully as the two discussed solutions to their present problem. The teenager leaned against one of the many gray pillars in the building and crossed his arms. He was extremely tired from the day's meetings and he was ready to sleep on the spot. But he couldn't. Not only did he have a reputation to keep but also dozing off standing up was not the ideal spot for sleep.  
  
The two were still engaged in their discussion and Seto was about to leave when he noticed the one spider from the first glass case had disappeared. He frowned, wondering where it could have went. It was probably hiding behind one of the twigs inside the case. However, Seto's sharp eyes missed the tiny opening of the top of the glass case where the lid was.  
  
The spider had escaped.  
  
That spider was slowly making its way over to the CEO. It had crawled down the tableside and had seemingly decided to head for Seto. Whatever possessed it to do that, no one would know.  
  
The scientist turned back to the young man. "Mr. Kaiba, I'm terribly sorry about the interruption-"  
  
Seto cut him off. "Listen here, old man. I have no desire or interest whatsoever to endorse this research. To be completely honest with you, I think it's a waste of time." The man gaped at him as Seto went on. "If I were you, I'd quit this useless research right now and find another job. What good are radioactive spiders going to do?" Seto turned around without another word and proceeded to leave the building when he felt a sharp sting in his leg. Seto grunted and bent down and grabbed at his left pant leg. In doing so, he killed the spider and fell down to the floor as soon as Seto let go of the pant leg.  
  
The pain went away and he continued on towards the doors, his purple trench coat blowing out from his body as he stepped out the door. The sun was setting in the west and a light breeze blew through the city. People walked and drove home about him as Seto strode to his limo. The driver was waiting and he opened the door for the young president and shut it once Seto was in. As the limo drove through the city heading for the Kaiba Mansion, Seto leaned back against the leather padding of the seat and winced. No pain from his leg was felt but a pain coming from his head was in its place instead. Seto felt slightly dizzy and suddenly tired.  
  
They reached the Kaiba Mansion. It was a three-stories tall and had black siding and brick surrounding it and the property. Seto got out of the limo and walked to the large front doors slowly. Ahead of him, one of the doors opened a figure with long black hair and bright eyes stuck his head out. "Seto!" Mokuba cried and ran over to his brother. "I'm so glad you're home!" He hugged his brother and then walked alongside him. "I have something to ask you!" Mokuba chattered endlessly. "Some friends of mine at school invited me to the movies tomorrow evening and I really, really, really, want to go because it's-" Seto listened absentmindedly as Mokuba explained all the reasons why he wanted to go see the popular action film. "Can I go? Huh? Can I?"  
  
Seto blinked and found himself standing in the front hallway of the mansion as Mokuba shut the door. The seventeen-year-old then stared at his little brother dumbly, trying to take in everything Mokuba had just said. Seto managed to do so but with difficulty. His headache was becoming worse and he was seeing spots of color on the walls. "Sure, Mokuba...you can go." He answered, not fully understanding what he was saying.  
  
"Yes!" Mokuba grinned. "Will you be able to take me there?" The twelve-year-old asked eagerly.  
  
Seto nodded and headed for the stairs. He had to his room. Sleep, he needed a good sleep. "I will..."  
  
Mokuba frowned. "Hey Seto, are you feeling okay? You don't sound or look so good."  
  
"I'm fine, Mokuba." There was a pause. "Really, I am." He added seeing the unconvinced look on the younger Kaiba's face. "I'm going to turn in early." He called back to Mokuba as he walked up the staircase unsteadily, his hand dragging on the rail. "Goodnight."  
  
"But you haven't eaten yet..." Mokuba's voice faded in Seto's ears as he reached the top. Now he could no longer hear anything or see anything clearly. There was only one thought in his mind: go to bed.  
  
When he reached the door to his room, he looked behind him, hoping Mokuba hadn't followed him. He didn't want the boy to see him in this condition. Beads of sweat formed on his forehead and the sides of his face. The bedroom swirled and twisted as he reached out to touch the bedside. And then without another thought, he collapsed on the soft bed and fell asleep immediately, dreaming about spiders and stained glass cases.  
  
~~**~~  
  
Inside a much larger glass case full of pale green liquid, a middle-aged man opened his eyes. The man had been believed to be dead or to have been destroyed in a factory explosion in the middle of the ocean a couple of years ago. He had survived for it was only his mind that had been destroyed save a small part, bent on finding one single person.  
  
His strength returning, the man climbed out of the tank and ripped off the tubes and other things off his body. He had to find some clothes. His body shivered as he found an old lab coat. The old laboratory had been abandoned last year by the last remaining men loyal to Gozaburo Kaiba.  
  
He put the coat on and buttoned it up. The name of a person, who had, in his opinion, betrayed him, repeated itself with every beat of his heart. "Seto Kaiba." The man whispered, not bothering to correct himself. Kaiba wasn't Seto's real name and the man himself believed Seto was not worthy of the name of Kaiba. "He must pay."  
  
~~**~~  
  
When Seto awoke Saturday morning, he felt much better than the night before. He found that he had slept with his clothes and shoes on. Sunlight streamed through the curtains and he could smell smoke. Seto frowned and sniffed the air again. Something was definitely burning. He sprang off the bed and ran out the door with blazing speed.  
  
He raced down the stairs, the smell becoming stronger. It was coming from the kitchen. He entered the kitchen to find Mokuba standing near the pancake griddle. "Mokuba, what in the world-?"  
  
Mokuba's face flushed with embarrassment. "Uh well, you see, I wanted to make you breakfast in bed and I tried to make pancakes but I think I turned it too high..." Sure enough, two blackened pancakes were sitting on a plate and two others were cooking.  
  
All of a sudden, an uneasy feeling came over him and his blue eyes searched the room. Something was wrong. He then spotted the problem: an overcrowded outlet. Without thinking, he grabbed Mokuba and shielded him with his body as sparks flew everywhere. And then they ceased.  
  
"...Sorry, big brother." Mokuba muttered. "I just wanted to help you feel better."  
  
Seto sighed. "That's very thoughtful of you. Thank you." He put an arm over Mokuba's shoulders. "But next time, don't plug in so many cords into one outlet. It's very dangerous to do something like that."  
  
"I'll try to remember." Mokuba replied. "I guess I got caught up in making you breakfast before you woke up. Are you feeling better?"  
  
"Yes...yes I am." Seto answered.  
  
~~**~~  
  
After suppertime, Seto entered his home office and sat down at the computer. He had spent the day with Mokuba and had just dropped him off at the movie theatre an hour ago. 'Time to do business.' He thought as he checked his email and read company reports. A reply to an email was needed. He was about to type when he found that his hand was stuck to the mouse. He narrowed his eyes and tried to shake it off but it would not budge. "What is going on?" He murmured and tried to pry it away from his hand. It came off slightly but several long strings of white were still holding his hand and mouse together. He nearly dropped the mouse. "What is this?" He touched one of the strands with his free hand and it felt sticky. He proceeded to pull it off but it sprung back.  
  
He opened a drawer and pulled out a pair of scissors and desperately tried to cut it off. It worked but his hand still had some of the white string stuff attached. He brought his hand close to his face and examined it. Where it had come from was leading to a white circle on his wrist. "Wha...?" He shook his hand and a single string of white shot out, attaching itself to his computer screen.  
  
It was just like a spider.  
  
'No...it can't be!' He thought as he lifted up one of his pant legs. The spider bite was still visible. Suddenly all memories of yesterday's visit to the Domino City Department of Research building came back to him in a flash. The missing spider, the pain in his leg...it all made sense. "But that's not possible!" He almost shouted.  
  
He inspected his hands again and squinted at them. Tiny black bristles could be seen. They looked furry. How could he have them on his fingers? He had to go back to that lab. The scientists there would receive the "lecture" of their lives. 'Wait!' Seto froze and realized that Mokuba was gone. He was at the theatre. It was getting dark. The theatre was downtown.  
  
He could sense danger. "Oh no..." He breathed, realizing his brother might be in trouble.  
  
~~~****~~~  
  
A/N: I hope that wasn't too bad. What do you think? I'll try and get the next chapter up soon. REVIEW PLEASE! Much appreciated. Oh and I know Gozaburo is supposed to be dead but he is alive for this fic so I don't want reviews telling me that. 


	2. Rescue

**A/N: Thanks for the reviews. Don't own anything YGO or Spider-man. **

* * *

Seto dashed out of the room, flew down the stairs, and ran out the front door, heading for his vehicle. He usually didn't drive so fast for he refused to break the law but this was an emergency. The car raced past several others down the crowded streets. Seto glanced at his watch. 'Mokuba should be out by now.' He thought as he turned left and saw the movie theatre ahead. Mokuba usually stood by the doors of the theatre, inside. Tonight however, he was not there.

The CEO bolted out of his car and ran over to the entrance. His blue eyes quickly swept over the crowd of moviegoers. There was no sign of young Mokuba Kaiba. His "spider-sense", so aptly named, told him danger was somewhere behind the theatre. He started for there when he stopped. 'Wait a minute. Why am I listening to something that has to be a figment of my imagination!' His mind screamed. Whatever had happened only minutes before had to be impossible. There was just no way...

Seto pushed the thoughts out of his mind and decided to go look behind the theatre anyway. Just in case. He heard voices and slowed down, careful not to trip over anything. The voices sounded tough and threatening. At least if you were a kid. Seto peered around the corner and sure enough, three gang members were threatening Mokuba with a knife if he didn't hand over all his money. Mokuba had been brave at first but now he was ghostly white. Anger surged through his veins and the teenager stepped into full view of the gang members. "Leave him alone." Seto commanded through clenched teeth.

"Seto!" Mokuba cried out, relief pouring over him. He was ready to run over to his brother, hug him, and tell him how glad he was for his arrival. But he didn't get the chance right away for the fat gang member grabbed him and held him against his stomach.

"Ya ain't going anywhere, kid!" Mokuba could smell liquor on the guy's breath. They were drunk, all of them. Which made them all the more dangerous.

"That's what you think." Seto muttered and one of the gang members charged at him. Seto ducked and tripped the guy who fell flat on his face. Another decided to give it a shot and produced a small army knife from his pocket. He threw it at the Kaiba Corp. president.

"Noooo!" Mokuba screamed, almost believing his brother was done for.

Seto's eyes widened and he too believed his time had come but fate had other things in store for him. The knife came at him so slowly, it seemed that time had stopped and the world was starting to move in slow motion. The sharp tip of the blade was aimed directly for his face but Seto moved aside as if it were nothing. He watched it fly past him and saw it land on the cement. 'What the...?' Suddenly, someone grabbed him from behind and threw him down upon the ground. Jerked back to reality, Seto struggled to gain the upper hand. He brought his knees close to his chest and kicked the guy off of him. The thug groaned as he crouched in the fetal position on the ground. Mokuba and the other gang member watched the fight continue on as the first thug tried again to bring the teen CEO down. Now both were on him as the other came back with renewed strength.

And then one of the most amazing things happened. Absentmindedly, Seto leaped backwards, demonstrating a beautiful back flip. He landed with knees bent, ready to take on whomever. Seto Kaiba no longer felt surprised. He was in control now.

He lunged for the first guy and punched him in the jaw, sending him into the brick wall. Anytime now, the manager would hear the fight and come out. He had a reputation to keep so he had to get Mokuba and himself out of there quickly. The second guy hung back, feeling afraid of the president. "Seto, help!" Mokuba cried out again.

"All right, wise guy!" The meaty third gang member shouted. "Yer brother is gonna git it!" He knew the two were related.

"On the contrary," Seto murmured, starting for him. "You're going to get it." But before he could do anything, the man pressed the tip of blade into Mokuba's neck a little and a small trickle of blood was visible.

Mokuba gasped at the sudden pain and almost immediately stopped struggling. "No!" If there was anything that fueled Seto's anger to have revenge, it was seeing or hearing his brother in pain. He reached out, prepared to strangle the guy but a string of web shot out instead, coincidentally attaching itself to the blade and spring it back to him. A cry of surprise escaping his lips, Seto grabbed the knife before it could hit him. Everyone present stared at Seto in shock.

All of a sudden, the three-gang members cried out and ran away from the crime scene. Seto grabbed Mokuba and together they ran out from behind the theatre, Seto dropping the knife along the way in a Dumpster. He then picked up Mokuba in his arms and carried him to the car. Nobody saw him and Seto was glad. They might jump to conclusions and assume he was kidnapping the boy.

"Seto, it hurts." Mokuba whimpered, holding a Kleenex to his neck.

"Hang on, Mokuba. We're almost home." Seto reached for his cell phone and called the police, reporting the three-gang members. Seto described them and told them what had happened to his brother. He purposely failed to mention his retaliation.

When they had reached the Kaiba Mansion, Seto carried Mokuba once again and took him to his bedroom. The teenager grabbed a first aid kit out of the bathroom in Mokuba's room and set to tending the wound. It wasn't a bad wound but it still had scared both of them.

"Seto, what came out of your hand?" Mokuba asked.

Seto hesitated. "I'm not sure myself. I believe it has something to with an...accident I had at the Lab."

"What happened?"

"I got bit by a radioactive spider." Seto responded, applying a Band-Aid to Mokuba's neck. "I don't know what has happened but I don't like it. At all."

"But it was really cool how you used them to your...advantage. Yeah!" Mokuba grinned. "You're a superhero!"

Seto shook his head. "I'm not going to have these "powers" for long. I need to contact the lab and get rid of these "powers". And then I'll do some firing..." He thought about the elderly scientist.

"Why don't you wait a few days and maybe it'll go away by itself." Mokuba suggested. He still didn't want his brother to get rid of his superhuman strength but... 'Maybe Seto'll keep them when he sees they're useful.'

"I don't know..."

"Please?"

"All right." Seto replied after some thought. "Two days. If nothing happens..."

"I know, I know. Promise you'll wait?"

"I promise."

"Anyway, are the cops gonna catch the gang members?" Mokuba asked.

"...Yes, they will...I hope." Seto half lied. He didn't want to give his brother false hope but he didn't want to scare him either. The truth was, he didn't think the police would find the gang. He had to do something. "Mokuba, try and sleep. The maids are still here. I'm going to go find...someone." He said. At least that part was true. He was going to go look for someone. That one gang member who had threatened Mokuba more out of all three. Nobody, but nobody, harmed his brother and got away with it.

"Um, okay, big brother, but be careful." Mokuba said quietly. He reached over and hugged his brother tightly. "I almost lost you, Seto!" He whispered, tears filling his eyes.

"Hey, I'm still here, kid." Seto murmured, hugging the boy back. "I almost lost YOU! How did it come to that anyway?" He asked.

Mokuba grimaced. "I was getting tired of waiting and decided to outside and look. I guess that's when they saw me and decided to go after me since I was alone. Seto, you always have to come to my rescue! I'm not a little kid anymore so why I can't I protect myself? Why?" He was crying openly now. "How come I can't be as strong and brave as you?"

"Mokuba, you will be someday." He frowned, remembering what he was going to do. "For now, just go to bed. Goodnight."

"Goodnight, Seto. Love you." Mokuba settled down onto his pillow.

"Love you too."

Seto walked outside, wondering where he should begin. "If I were a gang member running from the authorities...where would I hide?" He murmured to himself. And then it hit him. The harbor! Deciding to leave his car behind, Seto took off sprinting in the direction of the Domino City dock. It was the ideal place for criminals to hide.

The cool wind whipped at his face as he breathed lightly through his nose. He began to run faster and faster, almost to the point where he believed he would never be able to stop. 'Those jerks are going to pay for hurting my little brother.' He was furious. Finally, the harbor was in sight and so were police cars. Two to be exact. One man was sitting in one of them, talking to a radio, while the other three shone flashlights around, calling out orders for the gang members to come out. Apparently they had been able to track them down right away.

Seto quietly slowed his pace and turned right, walking down between two long warehouses. Mokuba had been kept hostage here once during his Battle City tournament. He remembered this place well. The hairs on the back of his neck tingled and once again, the spider-sense told him danger was nearby. Seto angrily ignored it, silently insisting on using his own ways to find the criminals. He wasn't going to rely on something that hadn't quite been proved real yet. Or maybe it had been but the boy refused to believe it...

He decided to walk close alongside the wall of one of the warehouses. He was reaching the dock where the sea could be heard. The policemen could no longer be heard or seen, and the light of their powerful flashlights was dim in this area. And then the same voices Seto had heard earlier filled his ears once again. They were just around the corner. The CEO smirked and stepped closer, careful not to knock over the pile of wood pieces sitting near the boxes. Broken parts from a boat, no doubt.

"Let's just steal a boat and git outta here! Fast!" A thug was saying.

"It's too risky!" Another one replied.

"I don't care what we do, just as long as we're outta here soon!" The third one snapped. "That rich boy scared me real good with that string of his."

"And didja see how he dodged my blade like it was nuttin'?" The first one asked. "Come on, let's just go!"

The voices became quiet as the three outlined their plan of escape. After a few minutes, they stood up, and walked over to the edge of the dock. "Why don't we swim to the other side of the dock? It'll be safer than runnin' cuz the fuzz might catch us!"

"No!" The third one nearly shouted. He was met with, "Shut up!" and "Shut yer trap!" "I can't swim!" He added in defense.

"We'll hold ya!"

"Are you nuts? He's too heavy fer us!" A pause. "Er-no offense, big guy."

"Well you stay here and we'll go git a boat and come back for ya."

"No! You two might leave without me. I don't trust ya right now..."

With amusement, Seto listened to their conversation continue on. 'Where are they?' Seto thought, referring to the police. They still hadn't shown up yet. The sound of two splashes quickly brought him back to the present situation.

"Hurry up!" The large thug hissed and settled in behind some boxes. The other two were soon out of earshot and Seto chose that moment to reveal his presence. Very quietly he stepped in front of the boxes where the large man was hiding.

"Waiting for someone?" He asked in a cool voice. He remained calm and collected.

He heard a gasp and than a snarl as the man lunged for him, knocking him to the ground. "You'll die before you get to use yer secret powers!" The man shouted and somewhere in the distance, one policeman heard it and alerted his team.

The man was about to pound Seto's face into the dock but Seto had other plans.

"I don't think so!" Seto growled, punching the man in the jaw. Temporarily dazed, the man stumbled back into the boxes, knocking them over. Returning to actuality, the man yelled and picked up a loose piece of wood from the pile behind the boxes and raised it, aiming for Seto's head. He ran towards Seto who stepped out of the way. The man fell into the water and immediately began screaming for help. Seto glared at him but then realized Mokuba would want him to save the man no matter what. It was the right thing to do.

"I really shouldn't since you're a criminal..." Seto muttered grabbing the man's hand. In doing so, a web shot out once again, catching him by surprise. He had accidentally let it loose and now it was scaring the large man out of his mind. He jerked his hand out of Seto's grip and pushed away from him.

Apparently the man would rather die than accept help from a... "Monster!" The man gurgled, sinking lower into the water. "Monster!" He disappeared under the surface.

Seto's jaw dropped. The man surely had drowned already. There was a dead man in the water...

His face went pale and he stood up shaking. He had been through terrible things but seeing someone alive one minute, and then dead the next...

If only the web hadn't shot out and maybe the man would have survived. He'd be taken to prison but it was better than meeting your doom.

But no, he promised Mokuba to wait a few days before going back to the Lab. What was he to do till then?

And he had school tomorrow.


	3. School

**A/N: I do not own YGO or Spider-man. In answer to some questions, this is an AU story so no, there won't be millenium items. But all the original characters are still in the story. They are in this chapter. **

* * *

The next morning Seto groggily got out of bed and went into his personal bathroom. He turned on the cold water tap and slid his hands underneath the running water. It was extremely cold, cold like the sea, cold like the dead man's body... 

Suddenly all memories of the night before flashed by his eyes like a movie and he remembered the events. Mokuba threatened, strange spider-like instincts, the crook sinking slowly into the water, shouting... He groaned as he splashed water on his face. He wished he hadn't agreed to meet the scientist at the Laboratory, to foolishly allow Mokuba to go off by himself even though he was old enough. Seto wished he had made more of an effort to save the man. Luckily, he had been able to escape before the policemen had even reached the area.

What a night. Seto wanted nothing more than to return to bed and wake up hours later, believing everything that had happened to be just a dream. But he couldn't mainly because he had school today. It would prove to be difficult to conceal these possible side effects from the spider bite. He hoped Yugi Muto and his friends wouldn't notice a change in him. If they did, he would just have to be nastier to them more than ever.

Mokuba greeted him cheerfully in the kitchen. "Morning Seto! How are you feeling?" Mokuba took another bite of his toast. The young boy was already in his school uniform, hair combed and clothes smooth and wrinkle-free in contrast to his older brother's own appearance. Seto had his own school uniform on but it wasn't quite done up all the way for the white shirt and the jacket. Wrinkles were everywhere and his blue eyes were bloodshot and small dark circles were slightly visible underneath his eyes. In short, he looked terrible from lack of sleep.

The younger Kaiba had put on a fresh Band-Aid on his neck and the wound would soon be gone. When no response came, Mokuba went on. "Seto, I think you should stay home." Mokuba commented, noting his brother's appearance.

"I'll be fine, Mokuba." Seto replied, picking up a blueberry muffin. After he poured himself some orange juice, he took a seat at the table.

"Do you feel...any different?" Mokuba asked timidly, wondering if his brother's body had changed in any way.

Seto paused. Truth be told, he felt perfectly normal at the moment except for the fact that his eyesight was keener and clearer. It did surprise him a little but he knew he had always had good vision. "I don't feel any different."

Mokuba raised an eyebrow, unconvinced. He took a closer look and he noticed something. His brother's school uniform seemed to cling to his body a lot more than usual. Seto Kaiba had a fairly good build for his age. However he had never really worked out in his entire life with weights or anything else. Despite that, he always somehow maintained a healthy and fit body. But now... "You've got muscles!" Mokuba exclaimed in spite of himself.

Seto nearly spit out his orange juice. "What!" He looked at Mokuba in shock. "What in the world are you talking about, Mokuba?"

Mokuba giggled. "Sorry but you do have muscles! I mean, you've always had some but they're more noticeable now. Hey! You think it has something to do with the spider bite?"

"That idea is ridiculous, Mokuba." Seto responded flatly. "I don't know what's going on with my body but I know it has nothing to do with the spider bite." It was easier to say than to believe. Seto was having doubts now. He now noticed the change in his outer appearance but that couldn't really be from the spider bite...could it? "In fact, a spider bite would cause just the opposite."

"Are you sure?"

"I am positive." The two stared at each straight in the eye. "I think." Seto finally said, knowing Mokuba could always see through him.

"Yeah but this is no normal spider bite. Something's happening, Seto. I don't know what it is but maybe it could work out for the best." Mokuba shrugged his shoulders. "You never know."

* * *

After Mokuba had been dropped off at his school, Seto instructed the limo driver to head for Domino High where he was a junior. He arrived a tad later than he usually did but was still about 6 minutes before the last bell. After checking himself in a mirror inside the limo to make sure he looked like his normal self, he climbed out of the limo. The dark circles under his eyes had faded but his eyes were still bloodshot. Seto hoped no one noticed. He hoped everyone would still ignore him as usual. 

His hopes were shot down as he entered his classroom and found that Yugi and his friends were sitting in one corner, laughing and joking around. "Geeks." He muttered, glad they couldn't hear that remark but unfortunately, his presence would not go unnoticed.

Joey gave him a glare and was about to say something but Yugi interrupted. "Hi Kaiba!" He called out, just as cheerful as Mokuba had been earlier but alas his greeting was met with a stony stare. Seto took his seat and opened his book and tried to read but he could not shun the feeling that he was still being watched. All had gone quiet in the room, as it was only the six of them, while other students talked outside.

"Don't bother saying hello." Tristan told Yugi, his voice low but loud enough for the CEO to hear. "You know how he is."

Yugi nodded but continued to study the lone teen. There was something different about him. He seemed taller and looked a bit paler than usual. Plus it was easy to see that Seto had gotten no sleep. He kept holding his head in one hand, eyes drooping. "Hey Kaiba, are you okay?" Yugi asked, concerned. Bakura, Tea, Tristan, and Joey all turned as well to look at him.

Seto looked up and sent Yugi a cold look. "My well-being is of no concern to you, Yugi." He replied coolly and went back to his book.

"Hey, Yugi is just worried, Kaiba!" Joey stood up, narrowing his eyes. "You don't have to--"

Tea sighed as she listened to Joey go on and on about Seto Kaiba's bad attitude. "Calm down, Joey." Tea tried her best to sit Joey back down. She succeeded and the five went back to talking about other things while Joey sat fuming.

Seto laid his book down and was about to respond to Joey's previous taunts when he noticed his book had not left his hand. Fear peircing him, he anxiously tried to pull the book of his hand before anyone was the wiser. The book came off momentarily and then snapped back to his hand. The white sticky stuff, the web strings, was the problem. Seto moaned inwardly as he desperately tried to get it off his hand. No such luck.

Without another thought, he dashed out of the room as fast as he could, leaving the five friends wide-eyed. "What's with him?" Tristan remarked.

"That was odd." Bakura frowned.

"Something is definitely up." Yugi stated.

* * *

Lunchtime came and went and the last three periods of the day continued on. Seto had managed to get the book off his hand but he avoided almost everyone and everything. He couldn't take any chances. 

Finally, it was the end of the day and Seto reached the waiting limo. Mokuba was already inside, smiling. "Hi big brother!" He greeted Seto as the teen climbed in. "Anything weird happen?"

Seto made himself comfortable as the limo began to move. "No." He lied once more. "Nothing at all." He cleared his throat and pressed a button, opening the intercom channels. "Denson, go to Kaiba Corp." He ordered.

"Yes sir."

"Aw, do I have to go with you to work again?" Mokuba whined. The last time he had gone, he had been bored out of his mind, waiting for Seto to finish some things. "Can't you drop me off."

"This won't take long." Seto assured him. "I promise." At least that was true. He just had a few things to get in order and then they would head home.

The two brothers got out of the limo and headed inside Kaiba Corp. Unwanted eyes were watching them.

In a nearby building, a man stood at the window, showing downtown Domino. "Understand this, the job must be done right away." The man instructed another who stood in the shadows. "So go already!"

"I understand but I am waiting for the right moment." The other man said. He was a hit man hired by the first man. "I found out who is most dear to Seto Kaiba. I watched him fight a gang of thugs for his little brother. Killing that boy will hurt him more than his own death." The hit man said.

"Excellent." The first man chuckled evilly. "Finally! I will have my revenge on Seto Kaiba and take back what is mine!"

"Yes Gozaburo."

* * *

Mokuba stepped outside the Kaiba Corp. doors. He told Seto he would be waiting in the lobby but he decided to get some fresh air. The lobby smelled too much of coffee and it was close to making him gag. Also, some of the employees were acting snobbish. Mokuba had no clue why Seto kept certain workers. 

After a few minutes, he headed back in and wandered around the whole lobby. Suddenly, out of nowhere, a man practically flew over to him and grabbed him by the arm. "Mr. Mokuba Kaiba! Your brother requests your presence! He needs your help!"

Mokuba frowned. "Why does he need me?"

"Hurry!" The man led him into another room. "It's very urgent!"

An uneasy feeling in the pit of his stomach, Mokuba followed the man. He stepped into the room, and the lights went out. "Huh?" Mokuba yelped as someone grabbed him by his shirt. "Help--" A hand covered his mouth.

It was the hit man. Disguised.

"Sorry kid. And since you're a kid, I'll make it quick and painless." The man grunted and blindfolded Mokuba and covered his mouth with a cloth. He then opened a back door and half-dragged a struggling Mokuba out.

Meanwhile, Seto was busy reading a contract when he felt that same tingling feeling he had felt the day before. His spider-sense! He stood up abruptly, muscles taut, eyes wide, and paused. He knew where to go. 'Wait-a-minute!' He thought, relaxing a bit. 'Why am I listening to...it's just a feeling! It can't be proven! This is NOT REAL!' His mind screamed.

He found he was breathing heavily. "Why me?" He wondered out loud. "It's just not possible!" No! He didn't want to believe all this was real. But he couldn't deny the new changes, the solid proof basically right in front of him. And he couldn't ignore the feeling of danger that was growing. He couldn't help but suspect that Mokuba was in trouble...again.

No matter, he would save his brother regardless of his super-powers.

He dashed to the other side of his office and glanced out the window, his eyes scouring the place wildly. This side of the building over looked the back alleys. After a few moments of searching, he found what he was looking for.

* * *

**A/N: I'm trying not to have Seto accepthis powersright away because it just isn't in his character to do so but the ice has got to break sometime soon in this story. **


	4. Realization

**A/N: I do not own YGO or Spider-man or any other references to other superheroes. One quick note: '..text..' is thoughts. I was in a writing mood so I quickly typed up this chapter.  
**

* * *

Anger filled him as his icy blue eyes fixed on the scene happening below. A strange man was dragging Mokuba, who appeared to be doing his best to escape, away from the Kaiba Corporation building down a small alley. A grim smile appeared on Seto's face as he watched Mokuba kick and wave his arms around, although he was no match for the man's strength. He was however, putting up a good fight. But Seto had to go now because one moment of hesitation could be fatal and he had already delayed long enough. 

He immediately began to open the window, pulling back the glass to reveal a screen. He tore that off quickly too and then froze. What was he doing? 'What the heck am I doing? I can't jump from here to there!' He would be killed if he attempted to do so. Seto didn't seem to realize that it was almost a natural instinct. He could jump off and let a long string of web out and hope it caught something. Then he could swing down and grab Mokuba or something.

'I can't do that! I don't know how!' For the time being, it looked like Seto was going to have to rely on his super powers if he wanted to save his brother on time. But people couldn't see him for he did not want anyone to know about his secret. 'Why am I worrying about my image at a time like this!' He gritted his teeth and looked around for something to put on his face. Nothing but a small black table cloth resting on a table. Did he dare...?

'I have no choice.' He picked up the cloth and looked at it. Then he began to wrap it around his face. Once it was on securely, he glanced around, satisfied that he could see well enough. In all his life, he had never felt so foolish. A teen CEO, one of the most important people in the world, was about to jump from a building with a cloth wrapped around his face, and hope his "fictional" spider webs would fly out and catch onto another building. To top it off, he didn't even know how to work his newfound strength.

"Help--!" Mokuba's anguished cry filled the air and was cut off shortly.

"Mokuba!" Seto breathed. It was now or never. He stretched out his arm, palm side up and shook his hand. Nothing came out. "Uh...now!" He ordered and thrust his palm outward. Still nothing. "Stupid web, come out!" He cried. Nothing. With a heavy frustrated sigh, Seto shook his arm once more and a web shot out. It did not reach anything but now he had an idea of how to use it. He kept his fingers and hand in the position it had gone in when the web shot out. He thrust his palm outward again and a web shot out, catching onto something.

He grabbed a hold of the web and carefully put both feet on the ledge. This was it. Nothing else mattered to him except saving Mokuba...and keeping himself alive in the process. He would give his life for Mokuba if he had to but he didn't want to die before he even reached him.

Praying that nobody saw him jump out the window, Seto fell forward, yelling as he swung down and then was transported up a bit but off to the side. The web was attached to another building in that alley. He didn't know how to stop but at least he could see the man and Mokuba. The man was holding a gun to Mokuba's head and was telling him something.

"You ain't gonna die until your brother is lured here. I know he has those super powers of his because I saw him use them in a fight." The hit man was saying, glaring at the young boy. "But he won't be able to escape a bullet, or the emotional pain of when I kill you in front of him." The man knew Seto Kaiba possessed some sort of super-human strength but had failed to mention it to Gozaburo. Why? He had told Gozaburo to watch the ordeal from another location so that he could see how skilled the man could be. Gozaburo would find out then, and would pay him even more.

But they weren't near the location yet. Before he could drag Mokuba off, he heard shouting and looked up and saw someone with his face hidden crash into a brick wall. Assuming it was the KC president, he let out a cruel laugh as the teenager fell to the ground, groaning. "You're not going to win this time!" He shouted, taking off.

"Seto!" Mokuba cried before his mouth was covered.

Seto lay on the rough pavement, slightly dazed, and amazed he was still alive. He was grateful that it hadn't been a far drop and the injuries he had received were only minor. He sat up and looked at his hands, seeing a bit of blood and dirt. But something else caught his attention. The same black furry things were coming out of his hands until they stopped growing. What were they for? 'These things are useless...unless...' A knowing grin appeared on his hidden face. 'Spiders crawl on level ground and up vertical heights...' He got to his feet and walked quickly over to the wall, held out his hands, and placed them on the wall. All thought of running after them left his mind. Perhaps this way was faster.

Would it work? It did. He found that his hands stuck to the wall. Without another thought, he began to climb the wall almost expertly as if he did it everyday. He could do this; it was real. Once he reached the top of the building, the sun nearly blinded him despite the cloth covering but that would not stop him.

He got to his feet once again and ran over to the edge of the building in the same direction Mokuba and the man had gone. They weren't moving very fast. He glanced ahead and studied the gap between the two buildings. Was jumping far a part of his new powers? He would find out.

Seto took several steps backwards and took a deep breath. 'This if for you, Mokuba.' He took off at high speed and jumped. The feeling was unbelievable! He felt as if he were actually soaring, high in the sky. The wind whizzed past his covered ears. He continued this for another building until he was directly to the side of them. The man had stopped and seemed to be waiting for him. "Good..." Seto murmured.

At that moment, Mokuba looked up and saw who he suspected was his brother. He would've shouted to him but the gun at his head prevented him from doing so.

The hit man however was pleased to see Seto instead of angry. Gozaburo was in that same building, watching. This was his chance to prove himself worthy of working for the man. Once he defeated the CEO, he would take off that mask and reveal the identity of the teenager, and that he had in fact, defeated him with superpowers and such. Oh what a glorious moment that would be!

But Seto Kaiba had other plans. He stretched out his right arm once again, making sure the hand was in the right position, and a web flew out, attaching itself to the building directly across. 'Perfect.' He was about to jump off when—

"I wouldn't do that if I were you." The hit man shouted up to him. "Do that and the kid gets it."

Seto froze and almost truly believed he had failed, for the first time in his life, to save Mokuba. But then, if he could shoot a web out from his right wrist, wouldn't he be able to do it from his left also? With lightning speed, he tried it and aimed, the web attaching itself to the gun. The hit man yelped in surprise and was about to press the trigger but Seto had already yanked it out of his hand. Mokuba was free! "Run!" Seto cried and Mokuba took off back towards Kaiba Corp.

Seto leaped off from the building and held his legs outward, smashing them into the hit man who fell to the ground. Seto went to the other building but this time, was able to avoid hitting it head on. He clung to the wall like a...spider.

He jumped down from the wall and began to punch the hit man several times who tried his best to fight back but after the first punch, he was out cold. Suddenly he heard shouts and Seto instinctively ran for a place to hide. The policemen didn't see him but they saw the hit man who they arrested. Mokuba was with them and he was looking for Seto.

Seto stayed in his hiding place until they were gone, and then left. Mokuba assumed he went back so he headed back to Kaiba Corp. to await his brother.

* * *

It was late evening and the Kaiba brothers were watching the news. Seto had called Mokuba on his own cell from a phone booth and told him to go home. Mokuba did and Seto waited till it was dark enough to head back into Kaiba Corp. and fixed his window and got some other work done. 

The hit man was on the news and apparently, Seto's punch had not only knocked him out cold onto the ground but his memory was gone too. He would have to start over...in jail. The man was recognized but at least he had no memory of the fight and of the teen CEO.

"Seto, you're a hero! Even though people don't know it." Mokuba said as they headed to their bedrooms. Suddenly a bright idea struck him. "Why don't you become a superhero! You know, like Superman and Batman. You could be...Spider-man!" Mokuba exclaimed excitedly.

"Mokuba, I've a company to run, school to go to, and plenty of other things."

"I think you should. Make a costume! Bring in all the criminals!"

Seto shook his head. "I don't think so Mokuba. Now, go to bed. You've got school tomorrow." Mokuba obeyed and went into his bedroom. "Night."

"Night Spider-man!" Mokuba giggled before he shut the door to his bedroom.

Seto sighed and went into his own room. 'What an exhausting day.' He thought as he went over to his dresser and pulled out pajamas. Mokuba's suggestion did not go away from his mind. Could he really become a superhero?

But he had so much to do! He would never have time to do these things and if he sensed danger, how could he sneak out of school? Well, it wouldn't be a problem with the two weeks off from school coming up. School would start again after those two weeks and even if he did fight crime during the short vacation, he wouldn't have time to do it during school.

Maybe he could ask to go to the washroom and then leave the school quickly, catch the criminal, and then get back to school. He'd have homework to do but homework was never a problem for him.

Plus, he was becoming greatly annoyed and angry towards people who kept trying to harm Mokuba in any way. It certainly would feel good to be able to stop them.

No one but Mokuba knew it but whenever he read the newspaper and watched the news on TV, it almost made him sick when he heard of all the injustice going on.

Perhaps it was time somebody did do something about it. Policemen were everywhere but even they couldn't stop crime or prevent someone from getting shot by a bullet. Even they couldn't control the amount of blood loss from a knife wound that should've been stopped before it was used or thrown. Even the authorities couldn't stop the emotional pain and sorrow people felt when they lost somebody or something.

Creating a costume would be fairly easy. Seto's stepfather made him take sewing and number of other things. It was a simple task to him but not one he liked. The design of the outfit would be hard though. He was an average drawer but coming up with an original design would be a little bit difficult. But it was still possible.

And he basically knew how to use his superhuman strength. He knew how to use the webs and how to climb walls. He could run extremely fast and had quick reflexes and new natural spider-like instincts. Seto could sense danger and would have an idea of where to go.

A new determination filled him. 'Maybe I could do this.' He thought as he sat down on his bed. There really wasn't anything else left to prove that this was real. "I think I believe now." He breathed. This was a strange feeling. He wanted to do this, he wanted to save people! He couldn't save his parents. He almost couldn't save Mokuba many times in the past.

Something needed to be done. The spider-bite was no accident. It could be his destiny...

_"Why don't you become a superhero!"_

_"I think you should."_

_"Bring in the criminals!" _

"Goodnight Spider-man!"

A faint smile appeared on his face.

* * *

Gozaburo slammed his fist down onto the desk. He was furious! Mokuba Kaiba had been so close to death until that Spider-man thing showed up. There were a few witnesses of the hero and nobody knew who he was. And Seto was safe too. He had been in his office. "Curse Seto!" Gozaburo screamed. "Curse Spider-man!" 

Those two had to be terminated. Seto took away his company; Spider-man took away his chance at revenge. Well that wouldn't stop Gozaburo Kaiba. He had taken on a whole new identity and would soon change his entire appearance. He could hire plenty of men to kill Seto Kaiba. But it would take someone more powerful and stronger to kill Spider-man because Spider-man could prevent his revenge on the teen CEO.

And he was just the man to do it.

* * *

**A/N: Gozaburo will be the Green Goblin. And Seto had to change his POV soon. Thanks for the reviews in the last chapter!**


	5. Going Public

**A/N: Don't own YGO or Spider-man. NOTE: Costume is the same as tradition. **

* * *

It was the start of the second week off from school. So far, Seto had been doing well in designing and creating his costume. He had Mokuba take measurements and Mokuba had suggested the suit be almost skin-tight to allow him to move around more. Seto had cringed at the thought of a tight suit clinging to his body and figured it wouldn't allow him to move at all. But Mokuba had insisted so Seto complied. They had managed to hide the materials and other stuff from the staff. 

He had been working on it everyday, day and night, pushing himself to his limits. He had to get it done. It had taken every ounce of his strength to keep himself seated or glued in one place because he had really wanted to leave the mansion and stop the criminal. Yes, his spider-sense had been bugging him (no pun intended) for the last week. The police had been able to stop the minor crimes but as usual, it would take a bit of research and searching to find the criminals who committed worse crimes than shop- lifting or some other little thing.

Seto winced as he poked his finger again with a pin. Biting his lip and eyes narrowed in concentration, Seto put the last bit of the costume through the sewing machine. Behind him, Mokuba watched with fascination as Seto carefully took it out of the machine and inspected it.

Seto stretched it and pulled on it, making sure it the material was strong enough. It was and Seto had left a small slit on the wrists so his web could spring out. The mask had been made already and the white material for eyes still allowed him to see. He was ready.

"Seto..." Mokuba whispered and his brother spun around in surprise. "It's really finished."

Seto looked at the costume again. "It is."

"Try it on!" Mokuba suddenly exclaimed.

"What? Right now? In broad daylight!" Seto glanced outside the window. Nobody could see in but he still didn't want to take any chances.

"So what? We'll just close the curtains and you can try it on to make sure it fits. After all, won't you be wearing it under your clothes?" Mokuba asked, raising an eyebrow.

Seto hesitated. "I don't know..."

"Here-I'll go somewhere else and you can be by yourself while you try it on...you know, just to have some privacy." Mokuba suggested and was out of the room in a flash.

Seto was left, standing there casting a shadow from the sun onto the wall. Without another thought or word, he slowly walked over to the large window and pulled the curtains shut...

* * *

Gozaburo stepped inside the laboratory. It was located outside of Domino City and its president immediately succumbed to the will of Gozaburo Kaiba, who was now Abiak Orubazog. He had shaved off his goatee and moustache, lost a few pounds, and dyed his hair a darker color. He looked very different but still had the same voice. The president of this national lab, Hilou Laboratories, was very powerful and rich and agreed to share the wealth with the former KC president. Gozaburo had informed him of Seto Kaiba, careful not to mention the small fact that Seto had been his stepson. In fact, he refused to refer to Seto as his stepson. 

His plan was to create new games for Domino City and of course, the entire world. Seto was the Chief of the Gaming Industry right now but that wouldn't last long. Once Seto's company lost it's business and top spot, Gozaburo would move in, buy the company and sell something other than games, and have someone kill Seto. He wanted him off the face of the earth. The boy had done too much to him. Or at least that's what he thought. Gozaburo never bothered to think about the cruel treatment that Seto had to endure from him.

Last, but definitely not least, he had to take care of Spider-man himself. Over the past two weeks, he had Hilou's scientists and technicians work on a specially designed project just for him. It was a crazy idea to most but Gozaburo had figured if Spider-man couldn't be stopped by a normal human being, he would have to be stopped by someone who was much stronger than normal for a human. So he had developed a plan that he was sure would work. Some people thought him insane but he did not care. He would fire them later...or something. Right now, all that mattered was getting Seto Kaiba and Spider-man out of the picture and he would be free to dominate the entire economy and business world.

It was only a matter of time until the project was finished. For now, he would deal with Seto and his company.

* * *

It was late evening and Seto aka Spider-man was perched atop a railing holding a flag high above the tower. Enjoying his brief moment of solitude, high above the city, Seto's mind wandered back to previous events. Back at the mansion, he had put on the costume and had marveled on how perfect it fit and felt. He had actually been surprised himself that it was sewn right. And then, the final piece, the mask. He had carefully put it on his face and it fit perfectly as well. He had walked over to a large mirror and was taken aback by how..."super-hero-ish" he looked. Standing tall and almost proud, Seto immediately took a vow that he would give it all he had for the protection of the city and for his little brother. 

Mokuba had come in a few minutes later, equally surprised. "Seto," He had said. "Promise me you'll never give up in what you do."

Seto had moved closer to Mokuba and bent down, taking his hands into his gloved hands. "I promise, Mokuba." He had pledged.

Mokuba grinned. "I know you'll be able to do it, Seto. To me, you're already a hero. You're strong, determined, and just...you're awesome!"

Seto had chuckled softly at that remark. "Thank you, Mokuba."

"But don't let it go to your head!" Mokuba warned smirking.

"Don't worry. I won't."

And now here he was, waiting for something to happen. So far, everything seemed to be normal. People were heading home from working overtime, some pubs were open, filled with certain people, stores were still open, and people still littered the streets. Domino City was always busy, any time of the day. In fact, most cities in the world were.

Seto bit his lip inside of his mask. It was almost as if he ached to have something happen. It was like he craved the adventure, the feeling of grave danger but knowing you'd probably be able to get out in time.

'Wait...' Something occurred to him. Supposed he failed? Would he come out alive? He couldn't leave Mokuba. Not ever. Yet, he couldn't let other people die too. Would he have to sacrifice himself at some point in time?

A familiar tingling crept up his spine. His spider-sense. Seto's head shot up and his eyes darted around, searching, until an instinct told him to look towards the general store down the street. Not a whole lot of people were around there. It was one of those 24hr stores. Seto narrowed his eyes when he saw two figures dressed in black with ski masks. They were entering the store. "How original." Seto muttered, referring to their "disguises".

Without thinking, he stretched out his left arm and fired a web towards the nearest building in that direction. This was his second time out in the open and actually swinging from building to building. Taking a deep breath, he jumped from the railing, astonished that he was able to keep his balance on such a thin rod, he suppressed a yell as the wind whipped past him. 'Oh no! Not another wall incident...' He quickly shot out a web from his right arm to the next building, relieved to have avoided crashing into another wall.

People below him looked up upon hearing people's screams from apartment buildings. "What's that?" A person cried out.

"It's some kinda freak!" Another called out.

Annoyed by this comment, Seto continued to swing about the city until he landed lightly on his feet in front of the general store. The clerk, his hands and arms held high, saw him and could not take his eyes off of him. After all, it wasn't everyday some costumed person dropped from the sky during a hang-up.

The thugs turned around and one of them, recovering from his shock quickly, pointed his gun at the clerk. "Don't move or he gets it!" The thug yelled.

Seto mentally groaned. He realized he could have avoided this type of situation if he had somehow jumped from his web and stick to the side of wall. 'Oh well, next time.' He thought. Not bothering to waste time considering the clerk's safety, he sprung a web to the gun and pulled it away. A bullet escaped and hit a bag of chips. The second thug pointed his own gun to the masked hero and was about to shoot but Seto was, as usual, one step ahead of him. It was almost easy but he knew one day he might not be able to snatch the gun from a criminal's hand so quickly. Such a mistake could be fatal for him or someone else.

The clerk ducked down behind the counter while the two thugs tried to escape. "Terribly sorry," Seto began as he shot out two webs that attached themselves to the backsides of the thugs. He pulled them back towards him. "But you're not going to get away that easily." He murmured as he finished the capture. Now the two thugs were shouting vulgar words at him while they hung from the ceiling. The clerk had already called the police and was smiling at Spider-man.

"Thank you so much...whoever you are." The clerk said.

"No problem." Seto replied and left the general store. 'What a stupid thing to say.' Seto thought as he jumped off the pavement, already swinging to the next building, high above the racing police cars. He had made his reply sound as if he did it everyday. 'Well, I'm about to...' He thought, disappearing into the night.

* * *

Another week passed by and Seto found himself sitting in his desk at 8:25am in his homeroom. School again. The first day back. What was he to do if his spider-sense tingled? He had already gone over the possibilities but still... 

"Everybody is calling him Spider-man." A familiar voice interrupted his thoughts. Seto turned his head sharply and for the first time, noticed Yugi and his friends. It had been Tristan who had said that.

"He's so cool!" Bakura grinned. "He's been on the news, in the newspaper..."

Seto felt his face turning red. Little did they know that Spider-man himself was just across the room, reading a book. His costume was underneath his school uniform and the room seemed warmer to him than usual. What if they found out?

"If you ask me, I think he's nothing but a big-shot." Joey remarked. "Just showing off--"

"Joey!" Tea exclaimed, exasperated. "Can you swing from one building to the next? Would you stop armed criminals?"

"I don't think he's a bigshot." Yugi said. "He's just someone trying to save some people."

"I agree with Joey." Tristan said, frowning.

"Why?" Bakura asked curiously.

"I don't know...I just don't like him." Tristan answered and Joey nodded.

Seto bristled, half-ready to snap at them but quietly held himself back. Let them say what they want. They were jealous of him...but they didn't know it was him.

"Yeah, there's something about him. And I think all these criminals are popping up everywhere because of him. They want to see if they can get him. If Spider-man was gone, they wouldn't be frequent anymore." The gang, with the exception of Tristan, sighed, half attempting to understand his "logic". It was kind of weird that the two best friends didn't like Spider- man. Then again, they were weird people but loyal and trustworthy nonetheless.

"Oh you guys..." Tea held up the newspaper. "Look at this: SPIDERMAN STOPS ARMED ROBBERS, SUPERHERO SAVES TRAIN FROM CRASHING,..." Seto half-smiled remembering that incident. It was one of the toughest things he had had to do so far. It hadn't been easy but he had succeeded. The list went on. "He's what Domino City needs. A hero." Tea said dreamily. She didn't even know who he was but she had a slight crush on the superhero. Seto of course didn't know that and would've probably died if he did. Well, maybe nothing that extreme.

"I wish we knew who he was." Bakura began. "He's doing a good job."

Class began and Seto, feeling somewhat encouraged, continued to listen to the whispers of his classmates as they discussed the newly labelled superhero, Spider-man. It was official now._  
_

* * *

**A/N: No there will be no romance or sparks between Seto andTea.So please don't ask me if there will be. I just thought it would be kind of cute.**


	6. Flashback

**A/N:I do not own YGO or Spider-man. **

* * *

Seto Kaiba banged his fist on his desk. It was midday and Seto was home in his office on a Saturday. Mokuba was playing in the pool and Seto was dying of heat with his spider-man costume on underneath his clothing. He had unconsciously put it on that morning, giving no thought to the fact that he would be inside for most of the day. No crime hadn't happened yesterday, at least none so extreme. 

During the week, Seto had to get out of class in order to catch a group of thieves who had robbed the bank. A grim smile played on his face as he remembered the incident...

_"And now for your assignment..." The teacher began to write the math assignment for the day on the board while student whispered, giggled, or actually wrote down the math work. _

Yugi obediently worked on his math as well as Tea who once in awhile, looked out the window with a dreamy look in her eyes. Bakura worked on his assignment too but would chuckle softly whenever Tristan hit his target with a scrunched up ball of paper: Joey. The blonde was fuming, silently crumbling up some paper of his own. He had been waiting for the teacher to turn her back and now was his chance. He turned to throw it at Tristan but it missed...

Seto had seen all of this from the corner of his eye and the paper came at him in slow motion. 'Typical of that mutt...Can't play Duel Monsters, can't even aim right!' He thought in annoyance and shifted his head forward, fascinated so suddenly with a math problem. The paper whizzed by and landed on the floor.

Joey breathed a sigh of relief but winced when Seto turned to him with a harsh glare. 'Eep...I guess he did notice it.' Joey quickly recovered from his show of fear and returned the glare. Seto turned back to his work and ignored him for the rest of the class.

However there was one thing he could not ignore and that was the feeling of danger creeping up his spine. The spider-sense. Seto cringed. 'Not now!' He glanced at his paper. He had only one problem left and it was fairly simple. Actually all of it was but he had been so distracted lately. Finishing it up, Seto cleared his throat and raised his hand.

The teacher, sitting at her desk, looked up. "Yes, Mr. Kaiba?" She said. All the teachers referred to him as Mr. Kaiba mainly because of his status and the fact that he had threatened to have a teacher fired.

He stood up from his desk. "I...I need to go to the washroom." Seto finished lamely, feeling all eyes upon him. The Kaiba Corp. President...was asking to go the bathroom? Seto narrowed his eyes at the students before facing the teacher once more.

The middle-aged woman, a bit flustered, spoke, "Uh, can't it wait? It's almost the end of class.

Seto was prepared for this. The feeling of danger was growing. "No it cannot wait and I have already completed today's assignment." Seto replied coolly.

"Well, all right..."

"Thank you." Seto grabbed his books, dropped his worksheet on the teacher's desk, and left the class, leaving the students surprised.

When he was outside in the hall, Seto rushed to his locker, dropped his things inside, and ran to the bathroom. He pushed open the door and checked quickly, making sure there was no one inside. There wasn't. He pulled at his school uniform and stripped down to his suit. 'Now...where to put it?' There was really no space to put clothes inside of a bathroom, except maybe underneath the sink. 'It'll have to do.' He neatly folded his uniform and placed it under the sink where no would be able to see it at first glance. Besides, it shouldn't take him very long.

He walked over to the two long windows at the side of the bathroom. Currently they were open and were wide enough for Seto to slip through. Even though the windows were made so that no one can see through, some still thought it was a little ridiculous.

Seto put his mask on and climbed on the vents and squeezed out the window. Nobody was in sight but that didn't mean nobody was watching at all. He hoped people didn't see him come out. 'I could see the headlines now... "Spider-man Seen Squeezing Out Of School Windows". That could give me away big time.' Seto thought as he broke into run in the direction of where the danger was coming from.

Seto shot a web at the nearest tall building and made his way into downtown Domino City. It wasn't hard to spot the thieves. The wailing sirens of police cars were chasing a motorcycle with a man and a woman on it. Bags of money were also seen and Seto swept down, easily overpowering them. With lightning speed he snatched the bags and placed them on the road, forcing one police vehicle to stop and pick it up while the other three continued. Seto then grabbed the woman and placed her on a wide-open web and landed on the back seat of the motorcycle. He struggled for control as the man furiously tried to knock him away. Seto sprayed small webs onto the man's visor and grabbed the handles of the motorcycle.

With one free hand, he shut the ignition off and jumped off with the man as it crashed into a pole but didn't explode or anything. Just caused a large dent in the light pole.

The two thieves were arrested and Seto swung back to school. He was late for his next class but he knew he wouldn't be in a whole lot of trouble. Lucky for him, no one seemed to have discovered his suit in the bathroom.

Seto shook away the memory and remembered why he was so angry. Some big shot company had invented a new game system that was rapidly stealing away the customers and business dealers for his company. Someone named Hilou and Orubazog. At first Seto didn't think them to be much of a threat but now his stocks were going down, and the crowd seemed to have lost interest in Kaiba Corp.

"I need a new gimmick or a new invention." Seto muttered out loud as he tried to think.

"Why don't you hold a carnival?" A young voice suggested.

Seto looked up and realized it was Mokuba. "A carnival?" He repeated.

"Okay, well something else that would attract customers." Mokuba said, smiling.

"Perhaps you can help me then." Seto smiled at his little brother.

"Can I?" Seto nodded. Mokuba grinned. "Cool!" He took a seat across from his brother and brought out a list of things. "I've had this list for a couple of days now..." He commented as the paper unraveled, revealing a very long list.

Meanwhile, Gozaburo's scientists were working on a new formula. They had been instructed to come up with something that would make the former president of Kaiba Corp. a lot stronger than the average human. They were coming to a breakthrough that could also cause damage.


	7. Ideas

**A/N: I don't own YGO or Spider-man. Thanks for the reviews! Sorry about the wait. This chapter is more of a filler to set the stage for the action...**

* * *

Gozaburo burst into the lab, intent on finding out what was taking his group of scientists so long to come up with something that would help him take down Spider-man. He quickly found the head of the project and strode up to him, catching him by surprise. "Mr. Orubazog!" The man squeaked, intimidated by his presence.

"Have you come with something yet?" Gozaburo demanded, sending the man a death glare. "I tire of waiting for you idiots!" He added, his gaze now sweeping over the lab and it's workers.

"We do have something...but we haven't fully tested it yet-"

"What will it do?" Interrupted the former Kaiba Corp. president.

"It should improve the strength and endurance of the average human." The man replied, adjusting his glasses. "But-"

"That's great!" Gozaburo glanced around. "Where is it? WHAT is it?" He questioned, anxious to try it out.

"It's over here, sir." The man led the way to where two lab workers sat, inspecting a greenish-yellowish liquid.

Gozaburo stared at it. "THIS is supposed to make me stronger?" He bellowed, not entirely believing a mere liquid could do what was expected.

"Sir, please! It was made to be injected into the bloodstream-"

"All right then, where is the syringe?" Gozaburo demanded, looking around for the hypodermic tool.

"Mr. Orubazog! We didn't test it yet and we're not done with experimenting! It could infect you or worse, kill you!"

"Nonsense!" Gozaburo said after ordering a lab worker to find one. "I have faith in you scientists and I know it will work!" He finished, completely contradicting all earlier comments. "Now get that...whatever it is in this needle and-"

"No sir, I can't! You might die!"

"I HAVE HAD ENOUGH!" Gozaburo shoved the tiny man away and decided to take matters into his own hands. After filling the syringe, he injected himself after finding a vein. Ignoring the pain, Gozaburo flung the needle to the floor and waited for something to happen, anything.

Then, he let out a horrific scream.

* * *

Seto Kaiba groaned as his little brother led him through the vast number of aisles of the grocery store. Shopping for food and supplies was not something the teenaged CEO did everyday, or even at all. He left it to one of his most trusted maids, a middle-aged woman who was loyal and friendly, and put up with Seto's attitude. Mokuba had suggested they hold a big party to introduce the newly updated Virtual Reality game that Seto had originally designed. At least before it was sabotaged by the Big 5. Mokuba had insisted it would be a big hit if he attempted to market it. After all, it was something no one in the world had really been able to do. Well, people had but it certainly wasn't as advanced or upgraded as his.

Suddenly his spider-sense brought his attention away from Mokuba's chatter about noodles. He felt that familiar chill creep up his spine and he glanced around quickly with his crystal blue eyes, searching for any danger. Nothing seemed to be at unrest. Everything appeared to be fine. 'I must be getting paranoid.' He assured himself and forced himself to listen to his brother's plans for the food.

"...And I was thinking, maybe you could hold the party at the Convention Center. Food, music, and sort of a press conference, you know? Just tell everyone about the idea and maybe demonstrate it!" Mokuba suggested excitedly. "Hey! Do you think I could test it out?" He asked, eager to go to another world, in virtual sense. Unlike his older brother, he had long since forgotten what had happened. But then, after wearing a dress and pretending to be a girl, who would want to remember? In Mokuba's young mind, it was too embarrassing and that embarrassment was greater than the fear he had then.

Seto automatically shook his head. "I don't want to risk losing you, Mokuba. I'll have someone else test it out beforehand." He responded, reading over the contents of a package that he had picked out from the shelf.

"Aw..." Mokuba's shoulders sank. "Well, are you going to have a volunteer from the audience?" He pressed. He too would be standing up on stage with his brother.

"Maybe." Seto replied absentmindedly. "For now, just concentrate on getting the food." He sighed and set the item back on the shelf. "Tell me again why we couldn't just get it catered?"

"Because. It wouldn't be right." Mokuba insisted, pushing the cart and stopping at an aisle leaden with cake mixes and other sorts of goodies. "The majority of the people interest in the VR game would be kids and teenagers because that's mostly the kind of people who like video games. You've gotta target them and if I was attending a party, for a small fee," He was interrupted by the clearing of the throat sound. "Okay maybe not that small of a fee because we need money for all this stuff, but I don't think they would want to be eating food that's normally eaten by rich people or something." The little Kaiba was referring to the rich and expensive food certain people gorged themselves on. "They'll want real food!"

"Fine." Seto gazed at the items in the cart. "Don't forget, there are going to be plenty of adults there as well. Especially the reporters and business associates of mine..." He wondered if his new rivals would attend. No matter-he was determined to bring Kaiba Corp. back to its rightful place as the number one Video Game Corporation.

* * *

"Hey look, guys!" Yugi was reading the newspaper in the Park as Tristan, Joey, Duke, and Bakura played a game of basketball and the girls, Tea and Serenity, sat nearby, chatting. "Kaiba Corp. is bringing out their virtual reality game on the market!" Yugi exclaimed, remembering full well about the events in the past. It had been dangerous but it had also been interesting and adventurous, a game worthy of high praise.

"Really?" Tea peered over his shoulder and read the news article. "Wow, they're going to have a...dinner party? And anyone is welcome to come? For the small price of...$50.00?!" Her eyes went wide. "That much? Well, I guess I shouldn't be surprised."

"Yeah." Yugi nodded. "We're lucky the price is that low. These things usually have special exclusive invitations, or higher prices, for example, maybe $100.00...?" Yugi smiled. "Well, I think we should go-for moral support. I've heard about that new rival company. Right now, it's dominating the entire video game market!"

"What's this?" Joey came up with basketball in hand. The blonde was breathing hard as well as the others except for Bakura who looked a bit flustered.

"Man, Bakura, you really need to play often!" Tristan remarked, being the most exhausted of the trio. Bakura had been on his team and didn't too much as it really wasn't his sport.

"Sorry Tristan. Basketball isn't my thing." Bakura said with a sympathetic smile.

Duke, who had taken the paper from Yugi upon request, quickly skimmed over the article. "Wow..." He explained the news to the other teenage boys.

"So, Kaiba's finally had enough, eh?" Joey smirked.

Yugi nodded. "It was only a matter of time."

* * *

**A/N: I have used Canadian Currency since I'm not quite knowledgeable on the currency in Japan. It's easier for me anyway. Review please!**


	8. Convention

**A/N: I do not own YGO or Spider-man. Remember that I am not doing this the exact same way the movie/book was so I'm trying to not make it painfully predictable!**

* * *

The blue-eyed teen stood in front of the floor length mirror, buttoning up his pressed white long-sleeved shirt. Each button was done slowly and carefully, piercing crystal eyes penetrating, watching the blue and red suit disappear from view beneath the snowy material. Next came the black jacket to cover the shirt for surely the costume could be seen, more or less, through the white shirt. At least the jacket would hide most of the shirt and/or costume from view and it wasn't as if anyone was going to walk right up to him and speak very closely, and try to see his shirt. Why, the very idea caused one side of his mouth to move slightly in an upward direction—a faint sign of a half smile. It was rather ridiculous after all.

"Hey Seto!" Mokuba appeared beside him in the mirror, raven hair combed neatly, hanging down his back as usual. He was clad in a similar tuxedo to his older brother's, a navy blazer, white shirt, and navy trousers with polished shiny black shoes. The two could've been twins. "Are you ready? We have to be there in half an hour!" A worried smile crossed his youthful face.

"I know." Seto Kaiba replied, now on the next task of adjusting his tie. He really loathed these formal gatherings. They were just not his thing; he preferred working on inventions or doing some of his work in the office. Or spending time with Mokuba. The latter was always fun and enjoyable and the teen regretted that he was not able to do it often. Seto straightened his tie and his shoulders and cleared his throat. "We'd better get going, kid." He said, glancing at an old grandfather clock.

"Awesome!" Mokuba bounced ahead, clearly excited about the upcoming social event. The two brothers began to descend the glassy and marble stairway to the front hall where a limousine was waiting to transport them to the Domino City Convention Center. "Yugi phoned me today. He said he and the gang got tickets for the thing and they're coming!" The youngest brother chirped as they reached the bottom of the stairs.

The eldest Kaiba grimaced and rolled his eyes. "They were able to afford a ticket?" He asked rhetorically as he took the formal black trench coat that the butler held out for him. The butler handed Mokuba a similar jacket except it wasn't in the form of a trench coat but rather a regular formal coat. The two then headed out the front doors to where the chauffeur was waiting, holding the limo doors open.

"Thanks Denson!" Mokuba was always friendly to the staff, servants, and maids who worked for Seto Kaiba. Denson was his favorite; the middle-aged man was friendly and always eager to serve. Unbeknownst to the both of them, Seto favored Denson as well, approving of the good attitude he had. Nevertheless, Seto rarely showed any appreciation but paid him well and did not really yell at him unless he was in a rush. "Seto!" Mokuba whined as he leaned against the comfy cushioned seats. "Can please be nice to them tonight? After all, the press is gonna be there."

"Why should I?" Seto replied dully, staring out the tinted windows. "That mutt will do no such thing therefore I don't see why I have to show him some respect when it should be the other way around." He added flatly, crossing his arms and relaxing his muscles slightly against the seat.

Mokuba sighed and shook his head. That was his big brother. Suddenly a thought occurred to him and he glanced up at his brother with wide eyes and a knowing smile. "Hey, do you have your suit on--"

"Ahem." Seto cleared his throat, cutting him off. He looked at his young brother pointedly and replied, "Yes I have my tuxedo on, Mokuba." Seto didn't want Denson to know about his alter identity.

Mokuba blinked and then nodded, taking the hint. "Sorry!" He whispered and resumed staring straight ahead at the traffic, as if the conversation had never taken place. The teen smiled faintly, and lifted a hand to ruffle his raven hair a bit. "Hey!" Mokuba protested, playfully pushing his hands away. "Now it's all messed up!" He complained mockingly, shooting a grin at Spider-Man.

* * *

Meanwhile, at the Convention Center, Yugi and the gang had just arrived, having been dropped off by Tristan's mother in a mini-van. After the van had left, not before Tristan's mother giving her son a big hug which was met with "Aw, Mom!", the gang began to walk slowly towards the front entrance to the large and lit Convention Center. All were slightly nervous since these kinds of occasions, like Seto and Mokuba, were not their idea of fun or a good time since social gatherings like this was for, stereotypically to them, stiff and snobbish people. But Tea, being the most optimistic at the time, had convinced them all to try and have a good time.

They were all very well dressed even though it wasn't expensive clothing. Tea wore a midnight-blue dress that reached her ankles. It was a tank-top style with sparkles all over. Silver earrings dangled from her ears and she wore sandal-like high heels. Mai, who agreed to accompany the gang, mostly because of Joey's begging, wore a pale purple gown that was sleeveless and strapless and it went to her ankles as well. Her earrings were silver as well and were more extravagant than Tea's. Serenity wore a simple red dress with long sleeves and it went to her ankles as well, a moderate length for such a convention.

Bakura wore a simple black tuxedo as well as Duke. Yugi wore a white tuxedo, much to his slight embarrassment and Joey wore a similar one except he had black trousers on instead. Tristan wore a black tuxedo as well, and like Joey, his suit was a bit sloppy. "Man, I hate this tie!" Tristan struggled with adjusting the black material that threatened to choke him if not adjusted properly.

"I wonder if the Kaiba brothers are here yet?" Bakura wondered out loud, feeling very uncomfortable. An obviously rich couple had turned their noses at the group of friends as they hurried by, disgusted by Joey and Tristan's loose appearance.

The group presented their tickets at the front and then headed inside. They were greeted with beautiful decorations and a wide range of people. Scientists, reporters, CEO's, and more, including a few young people who were very interested in what the teen CEO had to reveal; everyone was anxious to see the new updated virtual reality system unveiled by Seto Kaiba.

"Excuse me," A tall beautiful woman tapped Joey on the shoulder and he spun around, surprised. "But could you be a dear and get me a water? Thank you!" She ordered briskly and went back towards the group of people she had been associating with.

Joey was dumbfounded. "Huh?" He blinked several times and then it hit him. "What?!" He silently fumed, glaring daggers at the woman.

Duke laughed in a slightly rude manner. "That lady thought you were a servant hired to serve drinks." He remarked, smirking.

"Hi guys!" A bright voice interrupted their thoughts and the gang turned around, happy to finally see a familiar face. There Mokuba stood with a cheery look on his face. "Glad you're here!" He walked over to stand beside them.

"Hey Mokuba!" Yugi greeted the young Kaiba with a grin. "How are you?" He asked politely after the others had issued their greetings.

"I'm fine." Mokuba answered.

"_Someone_ looks like a busboy." A familiar cold yet taunting voice broke through the atmosphere.

"Grrr....shut up, Kaiba!" Joey yelled, catching the attention of people nearby.

"Hn." Seto smirked and smoothly stepped past him to where Mokuba was. "Come on," He ordered gently, nodding his head towards the stage. "It's almost time."

"Okay!" Mokuba smiled at the gang. "See you guys later!"

The Kaiba brothers wormed their way through the thick crowd with Seto anxious to get the whole night over with. It had to be done—he was not going down without a fight.

Strangely enough, he hadn't felt any odd sensations from his spider-sense. Usually, there was one every day but there were none all day. 'I should be glad...' Seto thought as he reached the steps leading to the top of the stage. Even though his spider-sense was not reacting at all, he still felt something in the pit of his stomach, something that made him uneasy. 'What could it be?' He wondered as he and Mokuba took their seats to await their introductions.

"Ladies and Gentlemen..." A man began a short speech and intro to the Convention, thanking a few people and praising Seto, who didn't do anything to acknowledge that he had heard the compliment. Such things were mostly unimportant to him and they usually were done to get on his good side, which rarely happened, and it was nothing but false praise to him.

"Wow..." Yugi breathed as the man explained the basics of the system before he turned the show over to Seto. "If this doesn't bring in more business for Kaiba Corp., I don't know what will." He remarked, listening intently. The gang was sitting at one of the front tables near the stage.

"As much as I hate Kaiba..." Joey began. "I have to admit: he did a pretty sweet job on the whole contraption thingy." The blonde then grimaced as he remember his last encounters with virtual reality. The time with Noa Kaiba, and the one time where he, Yugi, Mokuba, and then Mai, had to save Seto.

"Yeah." Tristan agreed. "Maybe we should it try it out sometime and see what it's like." He shoved his hands in his pants pocket. "But right now, this is boring..." The man on stage droned on and on about something else, clearly boring the younger people out of their minds, but fascinating the adults. Especially the scientists who had tried and tried several times to achieve the levels Seto Kaiba had accomplished in designing and creating the Virtual Reality Game System.

Mokuba, who sat on Seto's right, the last of the two chairs at the end of the stage, yawned slightly, trying to contain the exhausted action that betrayed his lips. It was rude to do so, especially in front of an audience but he couldn't help it. It was Snore City...

Seto too struggled to maintain his composure even though it was just another convention/conference for him. Soon it would be time for him to get up and stand at the podium and explain more about the Game System.

Suddenly, his spine tingled, his eyes immediately snapping into focus, no longer half closed because of boredom. His spider-sense! Something was wrong, so very wrong. Seto allowed his eyes to search the room, scouring for any sign of danger. His head moved only a little. The tickle did not cease and it continued to crawl up and down his spine, becoming incessantly stronger each time. Never before was it this powerful. Something was indeed terribly wrong...but what?

Mokuba, who hadn't yet noticed his brother's sudden alertness, glanced off to the side where an exit door was located. A blurred window was seen and Mokuba squinted his eyes seeing a bright light...

Seto then chose that moment to look in that same direction and narrowed his eyes. There was a light approaching the door very quickly and his eyes widened in shock as he realized what it was.

Instinctively, Seto grabbed his little brother and threw him to the floor. Standing up quickly, he ran for the man at the podium and knocked him down to the floor as well, not a moment too soon before glass shattered and a high-pitched noise filled the air, amidst screams of horror. The Convention became a place of chaos...


	9. Revealed

**A/N: Don't own YGO or SpiderMan. Thanks for your reviews! During a scene in here, when the car flies...not quite sure if it would do that when hit but it does for this fanfic!**

* * *

"GAH!" The man at the podium felt the wind knocked out of him as the normally calm CEO flattened his body with his own. "Oh my goodness!" The man yelled as he covered his head, his glasses spilling onto the floor. One of the lenses popped out but it was hardly a concern when they were amidst several glass pieces as well as other remnants from the explosion.

Seto quickly got to his feet and coughed twice, the smoke and dust filling the purified air. Screams and shouts filled his ears and he frantically searched for his little brother. He did not care if Mokuba had a broken leg or wrist from the fall; just as long as he was out of harm's way. Besides, the CEO would rather he'd have those injuries than life-threatening ones that might come from the unexpected missile. At least that's what he thought it was. Who had done it...he had absolutely no clue. It couldn't possibly be another person after him and it? Seto Kaiba was determined to find out.

The tall teenager stepped carefully over debris on his way to where he was certain the younger Kaiba had fallen. The spider-sense kept up a steady rate of slight tingling and this time Seto knew for sure that this was real danger and not just another petty crime or thief. He thanked the Heavens that he remembered to wear his hero costume—his work was really cut out for him this time.

Meanwhile, the girls had ducked under the table, Mai screaming, Serenity whimpering on the verge of tears, and Tea hugging her arms close to her body, worried for her friends and the rest of the people who had attended the Convention. Joey suddenly appeared under the tablecloth and held his sister close. Bakura was sprawled out on the floor, having fallen from jumping to his feet instantly. Tristan was asking him if he was all right, and the teen with the white hair assured his friend he was fine. "Just a bit dazed, that's all." Were his very words. Duke and Yugi were on their feet, unsure of what to do. A normal person would most likely flee from the scene for fear of damage to their bodies or being crushed to death by other destroyed objects.

But being pure and valiant in heart, Yugi insisted they try to help people out of the Center and use their emergency First-Aid skills to attend to those wounded until an ambulance or the proper authorities arrived. Duke reluctantly agreed and then set to informing the others. Of course he had to make sure Serenity was doing okay but Tristan beat him to it once he helped Bakura up. "Don't worry, ma'am, you'll be all right!" Yugi reassured a frightened woman with a twisted ankle. Failure to remain calm in a situation of panic often caused some minor injuries.

"C'mon! I gotta get you outta here!" Joey crawled out from underneath the table and helped his young sister to her feet. Tristan offered his assistance as well. The blonde then helped Mai while Bakura and Duke helped Tea stand. Joey spied Yugi attempting to help a woman out of the building and called to him. "Hang on, Yugi! I'm gonna help you!" Joey ordered his other best friend to take Serenity to safety, and then in quick strides, reached Yugi and the woman and helped her out.

By that time there were only a few people left trying to escape. No sign of the villain yet and everyone gathered on the streets where sirens were heard and other people seen offering to be of service. Seto was one of the last few remaining and had found Mokuba on the floor in front of the stage. Tears had formed in his dark eyes and threatened to spill out as he clutched his stomach, making an effort to still his shaking form. "Mokuba! Are you all right?" Seto asked, gently pulling towards the exit. "I'm sorry but I had to do something--"

"Seto." Mokuba looked up at him with shining eyes. "Seto, I'm scared! I just know something bad is going to happen! I don't want anything to happen to you!" It was times like these that brought out the child in the younger Kaiba brother. Lately he had been trying to appear grown-up and mature but he would always have that side of him that feared the worst. Mokuba was sometimes a sensitive boy and there certainly was nothing wrong with being sensitive, even if you're a male.

Seto shook his head firmly. "Don't worry, Mokuba. I'll be fine. Everything's going to be fine." The CEO didn't usually lie to the boy in those terms, always being a realist himself but despite the uneasy feeling in the pit of his stomach, he still believed that everything would turn out fine in the end. It had to...for Mokuba's sake.

The two brothers were soon outside the Convention Center below the evening sky. Firefighters, policemen, and paramedics littered the streets as well as thick crowds and halted traffic. Seto glanced around wildly, looking for the one person he trusted: his nemesis, his rival...Yugi Muto. He spotted him and the gang near a convenience store and headed directly for them with Mokuba in tow who had recovered slightly from his shock after being put at ease by his "big brother".

"Yugi." The two Kaibas had reached the group of worried friends.

"Kaiba! Are you two all right?" Yugi automatically asked, not tired in the least of repeating the same question to nearly every person he had helped.

Seto ignored the question. "I'm entrusting Mokuba to you. I have to...take care of some things. _Don't _let him out of your sight." He ordered, ice glinting in those depthless blue eyes of his.

The tri-colored haired boy swallowed hard and nodded his head. "I promise." He stated. Yugi took his responsibility of watching Mokuba very seriously. Very rarely did Seto Kaiba ask or rather demand his help.

Before anyone else could say another word, a horrid-sounding cackle echoed throughout the streets, the alleys, and the entire city itself! They very sound of the cruel laugh sent chills, shivers, and uneasiness down the spines of nearly every person visible on the streets, especially Spider-man. Mokuba let out a yelp and spun around looking for his brother who had mysteriously disappeared. But his gray eyes caught Seto behind a wall, his head and arm only in view. Seto allowed a wry smile appear on his face and Mokuba swallowed hard, forcing a small smile. 'My brother will take care of it...whatever it is.'

"Hey! Where's Kaiba?" Yugi suddenly said and glanced around. "He-he was just here a moment ago!"

Mai gasped. "Look!" She pointed towards the burning Convention Center where thick smoke rose high in the air, almost as tall as the skyscrapers. But that wasn't what she was pointing at. The blonde woman was looking at the green-masked and clad figure riding atop a glider within the smoke with a mechanical fiendish grin, still laughing cruelly at the people's expense.

"Holy Smokes!" Joey swore, not intending it to be a joke. "W-what's that?!" His finger shook as he too pointed towards it. This was one thing that couldn't be defeated by mere Duel Monsters.

Other people as well began to point and scream, already running, fearing for their lives. Authorities were pointing their guns and beams towards the masked villain, ordering him to come down, which, in all respect, sounded rather stupid in the present situation.

Gozaburo Kaiba, the Green Goblin, cackled again, not interested in the police and whatever petty orders they had to give. Gozaburo obeyed no one and certainly did not think about anyone else but himself. 'I must find Seto.' Was the current of thought that pulsated in his mind with every beat of his heart. He had to eliminate Seto Kaiba to obtain his revenge. And he had to rid the city of Spider-man in order to achieve such a sadistic goal.

But he couldn't mention Seto's name just yet or the people might be suspicious and figure out who he was. Those meddling kids, in his opinion, would also be bound to find out if he did just that. For now, his goal was Spider-man—he would attack Seto on his terms and turf emotionally and through business. The physical part would have to wait until the "webhead" was dead.

"Spider-man!" His deep voice resonated throughout the city. "Tell me where Spider-man is!" He shouted to the Domino residents.

Below, Bakura gasped. "He's after Spider-man!"

"I told ya that creep was trouble!" Joey yelled, apparently proud of himself but then he gulped when the Green Goblin turned his attention to their little group. "Oops..."

"You bonehead!" Tristan grabbed Serenity's arm. "C'mon—and all of you! We have to hide! Hurry!"

"But it's too late! He's already seen us! We'll just put more people in danger if we run—we might even be killed!" Tea argued tearfully.

Mokuba remained silent, standing close to Yugi. 'Hurry Seto. Please hurry...' Anxiety engulfed him and consumed him like a burning fire to the wood. What if his brother didn't arrive in time? Would they be hurt or...worse? Mokuba didn't want to waste time finding out the answers to his questions. He backed up slowly, wishing for something to distract the villain.

The Green Goblin laughed again and shot a missile at one of the empty police cars...and it was very near to the gang. The girls screamed and the guys hit the pavement. Mokuba, Yugi, and Tea were paralyzed by shock and just stood there, unable to move, too afraid to move. 'This is it then...' Tea's blood ran cold at the sound of the cruel cackling in the distance.

Yugi shut his eyes, silently willing his muscles to move! 'No, not like this!'

'It can't end this way...' "SETO!" Mokuba suddenly shouted.

The police car was launched into the air, heading straight for the trio and their friends, scrambling to get away.

All of a sudden, a string of sticky white substance shot out into open air! More strands came seemingly out of nowhere and attached themselves to whatever was left of the destroyed police vehicle. It stopped in mid-air with the spider-webs, just inches away from Yugi, Mokuba, and Tea. They coughed because of the smoke and miraculously, their muscles were no longer frozen and they fled from the scene, following their friends to a safer place. Once they were farther down, Mokuba turned to look back just in time to see his brother.

Spider-man leapt into thin hazy air and shot a web from his wrist, the string of sticky substance attaching to intended building. He swung down and then up, landing on top of the Convention Center, the part that was not quite burnt down. He stood tall and proud, seeking out the villain who was also near the Center, only on his wicked-looking glider. 'Who is this?' Seto wondered how long it took for this guy to design his costume. 'Well better get this over and done with...' But he reminded himself to be cautious since this masked villain was most likely not a normal crime person.

"Spider-man!" Goblin shouted out before Seto could say anything himself. "I've been expecting you..." He let out another cruel laugh.

Behind his red, white, and blue mask, Seto rolled his eyes. "How cliché." He muttered, clearly not impressed. "I'm afraid you're going to have to--" He was cut off by more peals of laughter and he quickly jumped into the air, narrowly avoiding a missile, which hit the parking lot at the side of the Convention Center. 'No! I've got to keep him from hitting more facilities and people.' He thought and jumped to the street, hoping to lure him away, and hoping he was one of those kinds of people that didn't see through his plans at first.

It worked but not in the way Seto had intended. The Goblin followed him all right but was gleefully attacking him with missiles from his glider as Spider-man ran. People took cover inside the stores and alleyways. 'Today's the day for my revenge!' Gozaburo thought as he chased the fleeing masked hero who was quite the runner. 'Spider-man will soon be dead and then I will look for Seto kill him!' "Mwhahahah!" The Goblin's laughter echoed off the walls and structures of Domino City.

'I've got to do something but fast!' Spider-man held out his right arm and aimed for a nearby building. The web secured itself to the brick wall and Seto felt his feet leave the ground as he swung through the air, landing on the side of said wall. Clinging only by his hands and feet now, he began to climb furiously to the top, hoping to end the battle there.

Goblin foresaw this little maneuver of his and flew to the top, preparing to deliver a final blow. "Time to die!" He shouted as Spider-man reached the top, took a leap, and landed lightly on his feet on top of the building. Goblin jumped off his glider and raced forward. Spider-man proceeded forth as well and moved his arm back for a punch. He released the punch but alas Goblin caught it in the palm of his hand. "Oh very nice!" He mocked. That formula he had injected in his body really boosted his strength giving him confidence and also a little boost to his ego.

Seto grunted and pulled back and tried to attack again but Gozaburo hurled a series of punches to his stomach and then to his jaw. Able to withstand the blow to his jaw and ignoring the pain in his abdomen as he was flung backward, Spider-man quickly executed a perfect back flip and landed in a crouched position. The Goblin growled and ran to him but this time, Seto was more than ready. He held out both hands and shot webs simultaneously from his wrists, temporarily blinding the Green Goblin.

"Curse you!" Goblin shrieked and stumbled backwards, clawing desperately at his covered face and Seto took the opportunity to sabotage his nemesis' glider. 'The guy is tough but not very bright.' Seto thought as he kicked the glider to the stone wall that was situated on top of the structure. It did not explode much to Seto's dismay but merely zoomed back to its master. "Wha..."

"This is not over—it's only just begun!" The Goblin yelled as he jumped on his glider and flew away in both anger and humiliation. How dare that Spider-man embarrass him with his pathetic web tricks! Spider-man was going to regret it...

Seto sighed with relief, glad that the masked menace was gone for the time being. But he would be back.

Breathing heavily, Seto walked over to the edge of the building and peered down. What he saw shocked him for he had never really received such an honor. People were cheering since they had obviously seen the villain leave, thinking it to be an escape.

Frozen, Seto did not know what to do. Then he saw his brother in the midst of the crowd. His voice alone reached his ears, most surprisingly since he was so far up, and Seto glowed inside with happiness.

"I KNEW YOU COULD DO IT!"

Meanwhile, Gozaburo, stilling flying on his half-broken glider, furiously pondered over his next plans...


End file.
